Snam convenes the Noteholders’ Meeting to approve the separation of Italgas from Snam

Mon Aug 29 23:00:00 UTC 2016 CEST

San Donato Milanese, 30 August 2016 – Snam has convened a Noteholders’ Meeting to be held on 30 September 2016 at 10 am at the Company’s registered office in Piazza Santa Barbara 7, San Donato Milanese, to approve the separation of Italgas from Snam. The meeting will be held in a single call with no adjournments in the event that the meeting is not quorate.

The holders of notes listed in the following table will be requested to approve the separation of Italgas from Snam by means of a unitary and substantially simultaneous transaction, which will likely occur by 31 December 2016 and includes, inter alia, the partial and proportional demerger and, subsequently, the listing of shares of the beneficiary company of the demerger, directly holding the entire share capital of Italgas, on the Mercato Telematico Azionario (MTA) of Milan. The transaction has been approved by Snam’s Extraordinary Shareholder Meeting on 1 August 2016. All the information on the transaction is included in the press releases and in the other documents previously distributed, which are available on the website www.snam.it. The issuer will pay a consent fee to the noteholders, in accordance with market practice and subject to the terms in the relevant documentation.

The notice of the Noteholders’ Meeting and other documentation relevant for the meeting are available on the website www.snam.it. The notice is also published as of today on the Luxembourg Stock Exchange website www.bourse.lu and, in abridged version, in the Financial Times. In addition, an extract from the notice of the Meeting is published as of today in Il Sole 24 Ore.

Relevant notes

Series

ISIN

Description

Outstanding amount

7

XS0914292254

€1,250,000,000 2.375 per cent. Notes due 30 June 2017

€999,915,000

3

XS0829183614

€1,500,000,000 3.875 per cent. Notes due 19 March 2018

€1,200,046,000

9

XS0969669463

€70,000,000 2.625 per cent. Notes due 10 September 2018

€70,000,000

2

XS0806449814

€1,000,000,000 5.000 per cent. Notes due 18 January 2019

€850,050,000

14

XS1061410962

€500,000,000 1.500 per cent. Notes due 24 April 2019

€500,000,000

11

XS0985872414

‎¥‎10,000,000,000 1.115 per cent. Notes due 25 October 2019

¥‎10,000,000,000

6

XS0853682069

€1,250,000,000 3.500 per cent. Notes due 13 February 2020

€1,250,000,000

8

XS0914294979

€500,000,000 3.375 per cent. Notes due 29 January 2021

€500,000,000

4

XS0829190585

€1,000,000,000 5.250 per cent. Notes due 19 September 2022

€1,000,000,000

15

XS1126183760

€750,000,000 1.500 per cent. Notes due 21 April 2023

€750,000,000

16

XS1318709497

€750,000,000 1.375 per cent. Notes due 19 November 2023

€750,000,000

12

XS1019326641

€600,000,000 3.250 per cent. Notes due 22 January 2024

€600,000,000

DISCLAIMER

This announcement (and the information contained therein) may not be disseminated, either directly or indirectly, in other jurisdictions, particularly Japan, Canada and the United States of America, and in any other country in which the issuance of the securities mentioned in this announcement is not permitted without specific authorisations from the competent authorities and/or communicated to investors residing in said countries. Any party that comes into possession of this announcement must first check the existence of said regulations and restrictions and comply with them. The securities mentioned in this announcement have not been, and are not expected to be in the future, registered pursuant to the United States Securities Act of 1933, as amended; therefore, they cannot be offered or sold, either directly or indirectly, in the United States, except pursuant to an exemption.